Securities code: 688289 Securities abbreviation: Shengxiang Biology Announcement No.: 2025-017

Shengxiang Biotechnology Co., Ltd

Regarding the transfer of part of the equity of Shenzhen Zhenmai Biotechnology Co., Ltd

and the announcement of capital increase and joint investment with related parties

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Shengxiang Biotechnology Co., Ltd. (hereinafter referred to as the "Company" or "Shengxiang Biotechnology") intends to jointly invest in Shenzhen Zhenmai Biotechnology Co., Ltd. (hereinafter referred to as "Zhenmai Bio") with its related party, Hunan Xiangjiang Shengxiang Biological Industry Fund Partnership (Limited Partnership) (hereinafter referred to as "Industrial Fund"), of which the company has invested a total of 130 million yuan with its own funds, and the company's shareholding in Zhenmai Biotechnology will increase from 11.903047% to 11.903047% after the transfer of equity and capital increase transactions 15.549381%。

This transaction is a joint investment with related parties, which constitutes a related party transaction, and does not constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

There are no major legal obstacles to the implementation of this transaction.

The transaction has been the fourth interim meeting of the second board of directors and the second board of supervisors of the company in 2025

The second interim meeting in 2025 and the third meeting of the second special meeting of independent directors of the board of directors in 2025 were deliberated and approved, and still need to be submitted to the general meeting of shareholders of the company for deliberation.

Relevant risk warning: (1) The relevant agreement of this transaction has not yet been formally signed, and the follow-up needs to go through the registration and filing procedures of the market supervision and management department, and the specific implementation, progress and results are still uncertain. (2) The transaction is in line with the company's strategic layout, but due to macroeconomic and industry policy changes and operating conditions, there are still uncertainties about the specific operating performance and investment income in the future. There may be a risk that subsequent development will not meet investment expectations. The Company will fulfill its information disclosure obligations in a timely manner in accordance with the provisions and requirements of relevant laws and regulations.

1. Overview of the transaction

In order to further implement the company's strategic plan, improve the company's industrial chain layout in the field of gene sequencing, and maintain comprehensiveness

competitiveness, the company held the fourth interim meeting of the second board of directors in 2025 on March 7, 2025, and deliberated and approved

After the "Shengxiang Biotechnology Co., Ltd. on the transfer of part of the equity of the participating company and the capital increase, and together with related parties

Investment Proposals. Agreed that the company and related party industrial funds jointly invested in Zhenmai Biotech. Among them, the company invested a total of 130 million yuan with its own funds, and after the transfer of equity and capital increase transactions, the company's shareholding in Zhenmai Biotech will increase from 11.903047% to 15.549381%, as shown in the following table:

Unit: 10,000 yuan Currency: RMB

The total investment amount is subscribed to the new post-investment holding

Name of shareholder: Pre-investment shareholding ratio (including the transferred shares, increased registered capital, transferred old Zhenmai Sheng, post-investment shareholding ratio

rights and capital increase) Registered capital of the capital

root

Shengxiang Biotech 11.903047% 13,000 10.318251 10.452027 76.888943 15.549381%

In accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), this transaction constitutes a connected transaction, as detailed in "II. Basic Information of Related Persons and Equity Transferors" and "(1) Explanation of Related Party Relationship".

As of this connected transaction, in the past 12 months, in addition to the related party transactions that have been deliberated and approved by the general meeting of shareholders of the company, the amount of related party transactions related to the type of transaction targets between the company and the same related person or different related parties has reached 30 million yuan and accounts for more than 1% of the company's latest audited total assets or market value, which needs to be submitted to the general meeting of shareholders of the company for deliberation.

This transaction does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

The transaction has been deliberated and approved by the fourth interim meeting of the company and the second board of directors in 2025, the second interim meeting of the second board of supervisors in 2025 and the third meeting of the second special meeting of independent directors of the board of directors in 2025, and the related directors Mr. Dai Lizhong and Mr. Zhao Hui have recused themselves from voting.

2. Basic information of related persons and equity transferors

(1) Explanation of the affiliation

The company is a limited partner of the industrial fund, holding 50% of the property share of the industrial fund, and the executive partner/general partner/fund manager of the industrial fund is Changsha Shengwei Rongquan Venture Capital Co., Ltd. (hereinafter referred to as "Shengwei Rongquan"). St. Virgil Spring is an enterprise actually controlled by Mr. Dai Lizhong, the chairman and general manager and actual controller of the company, and the company holds 30% of the equity of St. Virilla. At the same time, the Investment Decision Committee of the Industrial Fund is composed of 3 members, of which 2 are nominated by Saint-Verillon Spring and 1 member is nominated by the company.

Mr. Zhao Hui, the director of the company, is the legal representative, executive director and general manager of Shengwei Rongquan, holding 18% of its equity, and is an associate director of the transaction with Mr. Dai Lizhong.

To sum up, according to the Listing Rules and other relevant provisions, the industrial fund is an affiliated legal person of the company. In addition to the above-mentioned related relationships, there are no other relationships between the industrial fund and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

(2) Basic information on related persons

Company Name: Hunan Xiangjiang Shengxiang Biological Industry Fund Partnership (Limited Partnership)

Type of business: Limited partnership

Date of Establishment: 2023-04-17

The total investment will be CNY 40,000

Managing Partner Changsha Shengwei Rongquan Venture Capital Co., Ltd

Residence and main office location: Building 2#, Xiangjiang Fund Town, No. 188, Binjiang Road, Guanshaling Street, Yuelu District, Changsha City, Hunan Province

Floors 204-431

Unified Social Credit Code: 91430104MACED9UK11

General projects: private equity funds engaged in equity investment, investment management, asset management and other activities

Business Scope (Business activities can only be engaged after the completion of registration and filing with the Asset Management Association of China.)

moving). (Except for projects that must be approved in accordance with the law, independently carry out business activities with a business license in accordance with the law.)

moving)

Shengwei Rongquan invests 1%, Shengxiang Biotechnology invests 50%, and Hunan Xiangjiang New Area is state-owned

The main shareholder Capital Investment Co., Ltd. has a capital contribution of 25%, and Changsha Tianxin Emerging Industry Fund Partnership

(Limited Partnership) 20% of the investment, Mao Tie 3.375%, Changsha Rongxiang Enterprise

The management partnership (limited partnership) has a capital contribution ratio of 0.625%.

For the most recent fiscal year, as of December 31, 2024, the total assets were 395.5191 million yuan and the net assets were 39,551.91

Key financial data (less than 10,000 yuan; In 2024, the operating income will be 0.0 million yuan, and the net profit will be -8.7429 million yuan.

Audit)

(3) The basic information of the equity transferor

Company Name: Nanjing Zhongzheng Science and Technology Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Nanjing Zhong

Positive")

Type of business: Limited partnership

Date of Establishment: 2015-03-17

CNY 21 million will be invested in the project

Managing Partner Zhu Qingxin

Residence and Principal Office: B320-41, No. 2 Qiande Road, Jiangning District, Nanjing (Jiangning High-tech Park)

Unified Social Credit Code 91320100302751547R

Business Scope General Items: Equity Investment; Engage in investment activities with its own funds; Venture Capital (Investment Only

unlisted enterprises); Engaged in equity investment, investment management, asset management and other activities with private equity funds

(You must complete the registration and filing with the Asset Management Association of China before you can engage in business activities.)

moving); Enterprise management (except for projects subject to approval in accordance with the law, independently opened according to law with a business license.)

business activities)

Major shareholder: Partner Zhu Qingxin: 76.1905%

Third, the basic situation of the transaction target

(1) The name and category of the subject of the transaction

The subject of this transaction is the equity of Zhenmai Biotech, which belongs to the purchase of assets and foreign investment in the Listing Rules.

(2) The basic information of the subject matter of the transaction

Company name: Shenzhen Zhenmai Biotechnology Co., Ltd

Type of business: Limited liability company

Date of Establishment: 2012-07-04

The registered capital is 4,714,646,980 yuan

Legal representative: Yan Qin

Residence and main office location: Luohu Investment Holdings, No. 112, Qingshuihe 1st Road, Qingshuihe Community, Qingshuihe Street, Luohu District, Shenzhen

Podium 502A & 502B, Podium 602

Unified Social Credit Code 914403005990671472

The general business items are: biotechnology development and genetic testing technology development; Information Consultation, Biological

technology R&D and technical services, technology transfer and technical consulting; Laboratory instruments and equipment and their chemistry

software research and development of reagents (excluding dangerous goods) and products; R&D of laboratory consumables; Class I medical use

R&D, wholesale and retail of products and equipment; Engaged in the import and export of goods and technology (legal, line

Scope of business: Except for projects that must be approved before registration as stipulated by government regulations and decisions of the State Council); Machinery and equipment rental

Rent. manufacturing of experimental analytical instruments; sales of experimental and analytical instruments; Manufacture of specialty chemical products (excluded

hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals). (Except as required by law.)

In addition to the approved projects, independently carry out business activities with a business license in accordance with the law), the licensed business projects are:

Clinical laboratory services. (Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments.)

business activities, specific business projects are subject to the approval documents or licenses of relevant departments)

Whether it is a judgment defaulter No

Major shareholders and shareholding ratio: Shenzhen Zhenmai Chuangrui Enterprise Management Partnership (Limited Partnership) holds 19.00% of the shares, Shengxiang Biotechnology holds 11.90% of the shares, Zhuhai Zhenmai Chuangmeng Technology Management Partnership (Limited Partnership) holds 10.06% of the shares, and Shenzhen Zhenmai Chuangtai Enterprise Management Partnership (Limited Partnership) holds 5.51% of the shares.

Key financial data for the most recent fiscal year (unaudited): As of December 31, 2024, capital

the total output was 342.2376 million yuan, the total liabilities were 327.6873 million yuan, and the net assets were 14.5503 million yuan; 2024 year

The operating income was 209.7187 million yuan, and the net profit was -98.8399 million yuan. (Due to the relevance of Zhenmai Biotech in 2024.)

The audit has not yet been completed, and the final financial data is subject to the audit report issued by the accounting firm that meets the requirements)

Zhenmai Biotech and its actual controller will ensure that all the current shareholders of Zhenmai Biotech agree to waive the preemptive right to purchase the old shares involved in this transfer of old shares, and agree to waive the preemptive right to subscribe for the new registered capital for this capital increase.

The property rights of the subject matter of the transaction are clear, and there is no mortgage, pledge or any other restriction on transfer, there is no judicial measure involving litigation, arbitration matters or seizure, freezing, etc., and there is no other situation that hinders the transfer of ownership.

Fourth, the pricing of the subject of the transaction

The transaction was negotiated by the two parties for several times, based on the principles of fairness, impartiality and mutual benefit, comprehensively considering factors such as the business operation of Zhenmai, the potential value of intellectual property rights and R&D technology, the market prospect and future development expectations in the field of sequencing, and referring to the valuation of Zhenmai's previous financing, and was determined by full communication and consensus among all parties.

The transaction is divided into two links: the transfer of old shares and capital increase, the company has obtained the registered capital of 207,702,780 yuan from Zhenmai Biotech at a total consideration of 130 million yuan, and the shareholding ratio of Zhenmai Biotech will increase from 11.903047% to 15.549381%. Among them, the valuation of the transfer of old shares is 1.955 billion yuan, and the company acquires the registered capital of 104,52027 yuan held by Nanjing Zhongzheng at a consideration of 43,333,33333 yuan. Zhenmai Biotech plans to increase the registered capital this time

23017637 yuan, the pre-investment valuation of the capital increase is 3.960 billion yuan, and the company is 866666667 yuan

The registered capital of 103,182,510 yuan was subscribed.

The transaction complies with the provisions of relevant laws and regulations and market trading rules, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

5. The main content of the transaction agreement to be signed

(1) Equity transfer agreement

1. The subject of the agreement

Shengxiang Biological, Industrial Fund and other investors in this round; Zhenmai Biotech and its actual controller; Other shareholders of Nanjing Zhongzheng and Zhenmai Biotech.

2. Transaction price

The investor intends to transfer a total of 208,675,598 yuan from the old shareholders of Zhenmai Biotech at a valuation of 195,4657,963,400 yuanNote

The total equity transfer price is 86,666,666,670 yuan. Among them, Shengxiang Biotech acquired the registered capital of 104,52027 yuan held by Nanjing Zhongzheng at a consideration of 43,333,33333 yuan, accounting for 2.216927% of the current registered capital of Zhenmai Biotech. The specific transferees are as follows:

Preface The transferee intends to transfer the registered capital The equity transfer price The transfer of equity

Proportion of capital (10,000 yuan) (10,000 yuan).

1 Shengxiang Biotechnology Co., Ltd. 10.452027 4,333.333333 2.216927%

2 Hunan Xiangjiang Shengxiang Biological Industry Fund Partnership (1.608004 666.666667 0.341066%

Partnership Only)

3 Other investors in this round 8.807567 3666.666667 1.868128%

Total 20.867598 8,666.666667 4.426121%

If there is no other equity change from the date of signing of this agreement to the closing date, after the completion of this equity transfer transaction, the shareholding ratio of Shengxiang Biotech will increase from 11.903047% to 14.119974%.

3. Delivery or transfer schedule

After the signing of this Agreement, Zhenmai Biopharma will issue a delivery notice to the transferee if the conditions precedent to the closing continue to be met or waived in writing by the transferee, and the transferee shall pay 50% of the equity transfer price payable to the transferor's designated bank account within 10 working days (or such longer period as the relevant equity transferor agrees to for its own equity transfer) after receiving the delivery notice.

Zhenmai Biotech shall, within 15 working days after confirming that the transferor has received the above-mentioned first tranche of equity transfer price, complete all government registration and filing procedures required for the transfer of old shares.

Within 10 working days (or such longer period as agreed by the relevant equity transferor for its own equity transfer) after Zhenmai completes all government registration and filing formalities required for the transfer of old shares in accordance with the above agreement, the transferee shall pay the remaining 50% of the equity transfer price payable to the bank account designated by the transferor.

4. Liability for breach of contract

Except as otherwise provided in this Agreement and its related supplemental agreements (if any), if either party (hereinafter referred to as the "Breaching Party") breaches any representation, warranty or undertaking made by it under this Agreement, or fails to perform/fails to fully perform its responsibilities and obligations under this Agreement, it shall be liable for breach of contract and indemnify the party that has not breached this Agreement (hereinafter referred to as the "Non-Breaching Party") for any and all direct losses, damages, liabilities and/or expenses incurred in obtaining such compensation. In addition, the non-breaching party has the right to choose to continue to perform this Agreement or request to terminate this Agreement.

5. Effective time

This agreement shall be established from the date of signature (if it is a natural person) or seal (if it is a non-natural person) of the contracting party listed on the homepage, and shall take effect on the date when Shengxiang Biotech obtains the necessary internal authorization and approval (including the board of directors and the general meeting of shareholders) necessary for this equity transfer and obtains the consent of the stock exchange (if involved).

(2) Capital increase agreement

1. The subject of the agreement

Shengxiang Biological, Industrial Fund and other investors in this round; Zhenmai Biotech and its actual controller; Other shareholders of Nanjing Zhongzheng and Zhenmai Biotech.

2. Capital increase subscription plan

(1) Use of funds

According to the consensus of all parties, the funds obtained by Zhenmai Biotech through this capital increase shall be used for the company's product research and development, production, and other daily operations of the company, and shall not be used for non-operational purposes such as repaying shareholder loans or arrears owed by affiliated enterprises.

(2) Capital increase subscription

Zhenmai plans to increase the registered capital of RMB 230,17637 in this round (corresponding to the shareholding ratio of 4.6549% of the total post-investment share capital of Zhenmai Biotech), and the pre-investment valuation is RMB 39.60 million. Shengxiang Biological, Industrial Fund and other investors in this round took a total of RMB 193,333,3333 million as the transaction consideration for this capital increase subscription. The specific subscription status is as follows:

Serial No. Investor New subscription of registered capital capital capital increase price

Capital (10,000 yuan) (10,000 yuan)

1 Shengxiang Biotechnology Co., Ltd. 10.318251 8,666.666667

2 Hunan Xiangjiang Shengxiang Biological Industry Fund Partnership (Limited Partnership) 1.587423 1,333.333333

3 Other investors in this round 11.111963 9333.333334

Total 23.017637 19,333.333333

If there is no other equity change from the date of signing this agreement to the delivery date of this equity transfer and the delivery date of the capital increase, the shareholding ratio of Shengxiang Biotech will increase to 15.549381% after the completion of the equity transfer and capital increase.

3. Delivery or transfer schedule

Within 2 working days from the date when the board of directors resolves to approve this transaction and all parties complete the signing of this agreement, Shengxiang Biotech shall pay 30% of the capital increase price payable in this capital increase (hereinafter referred to as the "deposit") to the bank account designated by Zhenmai Biopharma.

If this agreement fails to take effect, Zhenmai shall return the deposit to Shengxiang Biotech within 3 working days from the date of confirmation of the failure of this agreement, otherwise, Zhenmai Biotech, the actual controller or specific shareholders shall pay liquidated damages according to the amount of the deposit paid by Shengxiang Biotech * 5/10,000 per day for each overdue day.

After the signing of this agreement, Zhenmai will issue a delivery notice to the investor after the preconditions for the delivery continue to be met or waived in writing by the investor, and Shengxiang Biotech shall pay the remaining 70% of the corresponding capital increase in full to the designated bank account of Zhenmai in one lump sum within 10 working days after receiving the above-mentioned delivery notice.

Zhenmai Biotech shall handle all government registration and filing procedures required for this capital increase within 15 working days after confirming the receipt of the corresponding capital increase.

4. Liability for breach of contract

Except as otherwise provided in this Agreement and its relevant supplemental agreements (if any), either party shall be liable for breach of contract and indemnify the other party for any and all direct losses, damages, liabilities and/or expenses incurred in obtaining such indemnity if it breaches any representation, warranty or undertaking made by it under this Agreement, or fails to perform/fail to fully perform its responsibilities and obligations under this Agreement.

5. Effective time

This agreement shall be established from the date of signature (if it is a natural person) or seal (if it is a non-natural person) of the contracting party listed on the homepage, and shall take effect on the date when Shengxiang Biotech obtains the necessary internal authorization and approval (including the board of directors and the general meeting of shareholders) necessary for this equity transfer and obtains the consent of the stock exchange (if involved).

6. The necessity of this transaction and the impact on the listed company

(1) The impact on the company's future financial position

The source of funds for this transaction is the company's own funds, which is an investment decision made on the premise of ensuring the normal development of the company's main business, which will not cause financial pressure on the existing business development and will not affect the company's independence. The impact of this transaction on the company's future financial position will be based on the future fair value changes of Zhenmai Biotech, and in the long run, this transaction will have a positive impact on the company's business development and strategy implementation.

(2) The impact on the company's ability to enhance scientific and technological innovation and core competitiveness

Through this joint investment, the industrial fund management team can take advantage of the capital market resources, management experience and platform advantages of professional investment institutions, combined with Shengxiang Biotech's many years of professional knowledge, industrial experience and R&D and innovation capabilities in the industry, effectively improve the level of post-investment management and operation, improve the risk control system, further promote business cooperation and synergy with Zhenmai Biotech, effectively integrate the superior resources of all parties, and fully tap its potential for sustainable development.

Zhenmai Biotech focuses on the R&D and manufacturing of upstream equipment and reagents in the gene sequencing industry, and has the ability to develop and produce "neck" technologies including fluorescence detection, nucleic acid modification, dye synthesis, enzyme mutation, surface chemical process, etc. Combined with the rich experience and resources in the fields of medical services and disease management, as well as the accumulation in the fields of infectious disease detection, Shengxiang Biotech can further improve the transformation ability from basic scientific research to product development to medical services, provide patients with more comprehensive and effective testing solutions, and form a more complete and competitive biomedical industry chain. In addition, in the field of gene sequencing, the process of domestic substitution has accelerated in recent years, and there is a good future market

Prospects and development potential, the strategic cooperation between the two parties can promote the promotion and implementation of products in clinical applications, better realize the market value and commercialization of products, and bring substantial diagnosis and treatment value to patients and the medical field.

VII. Procedures for Deliberation of Related Party Transactions

(1) Deliberations at the special meeting of independent directors

On March 7, 2025, the Company held the third meeting of the second session of the Board of Directors for independent directors in 2025

The proposal of Shengxiang Biotechnology Co., Ltd. on the transfer of part of the equity of the participating company and the capital increase and joint investment with related parties was deliberated and passed, and all independent directors unanimously agreed and passed the proposal. The company's transfer of part of the equity of the company and the increase of capital and joint investment with related parties will help enhance the company's industrial layout ability and overall competitiveness, which is based on the company's overall consideration of its current development status and future development, and is in line with the company's long-term development strategy. The matter is carried out in accordance with the principles of fairness, impartiality and openness, does not affect the independence of the company, and does not harm the interests of the listed company and all shareholders, especially small and medium-sized shareholders.

(2) Deliberations of the Board of Directors

On March 7, 2025, the company held the fourth interim meeting of the second board of directors in 2025, which was deliberated and approved

In the "Proposal of Shengxiang Biotechnology Co., Ltd. on Transferring Part of the Equity of the Shareholding Company and Increasing Capital and Co-investing with Related Parties", Mr. Dai Lizhong and Mr. Zhao Hui, the affiliated directors, have recused themselves from voting. This matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.

(3) The deliberations of the board of supervisors

On March 7, 2025, the company held the second interim meeting of the second board of supervisors in 2025 and deliberated and approved

The Board of Supervisors believes that this matter is in line with the company's long-term development strategy, the relevant deliberation and decision-making procedures are legal and compliant, and there is no harm to the interests of the company and small and medium-sized shareholders.

8. Relevant risk warning

The relevant agreement of this transaction has not yet been formally signed, and the follow-up needs to go through the registration and filing procedures of the market supervision and management department, and the specific implementation, progress and results are still uncertain.

The transaction is in line with the company's strategic layout, but due to factors such as macroeconomy, industry policy changes and operating conditions, there is still uncertainty about the specific operating performance and investment income in the future. There may be a risk that subsequent development will not meet investment expectations. The Company will fulfill the obligation of information disclosure in a timely manner in accordance with the provisions and requirements of relevant laws and regulations

The announcement is hereby made.

Shengxiang Biotechnology Co., Ltd

board of directors

March 8, 2025